Majority shareholder meaning

More than 150 jurisdictions operate merger control, or regimes akin to it. Within these systems, competition regulators may prohibit a deal entirely, or approve it subject to remedies, whether agreed or imposed. This Checklist sets out practical points to bear in mind when managing filing obligations across multiple jurisdictions. For overviews of merger control rules in every jurisdiction, see MJ merger grid—jurisdiction and MJ merger grid—procedure. For distilled takeaways, consult Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls. It also flags issues commonly seen in practice. Guidance is provided in those resources. What transactions fall within merger control rules? Relevant transactions Across most regimes, including the EU, merger control captures any deal that places formerly independent undertakings under common control. Control is often defined broadly. Acquisitions of control—sole v joint control Control can rest with a single party, or be shared with one or more others: sole control: a shareholder that acquires control can take strategic decisions for the target without...

Special resolutions The Companies Act 2006 (CA 2006) identifies particular business that must be approved by the company’s members (or any class of them) by special resolution, meaning a majority of not less than 75%, or by holders of at least 75% of the shares, or of a class of shares. Where a written resolution is intended to be a special resolution, it will only take effect as such if it expressly states that it is proposed as a special resolution. See Practice Notes: Member resolutions and Written resolutions for further information on shareholder resolutions and written resolutions. This threshold applies whether considering all members or a single class...

This Checklist summarises the UK Corporate Governance Code requirements relating to the composition of the nomination committee of quoted companies together with best practice guidelines of major institutional investor representative bodies UK Corporate Governance Code (UKCG Code) Most members of the nomination committee should be independent non-executive directors. The company chair should not preside over the nomination committee when it is considering the appointment of their successor. Reference: 2018 UKCG Code, Provision 17; 2024 UKCG Code, Provision 17 Institutional Shareholder Services Inc (ISS) A majority of the nomination committee should comprise independent non-executive directors. No fewer than half of the committee’s members should be independent. For AIM-listed companies, and other quoted companies outside the FTSE 350, FTSE SmallCap and FTSE Fledgling indices, at least half of the nomination committee should be independent. Source: UKCG Code; ISS...

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

Original news Re Pro4Sport Ltd (in Liquidation); Subnom Hedger (Liquidator of Pro4Sport Ltd) v Adams [2015] EWHC 2540 (Ch), [2015] All ER (D) 12 (Sep) The Chancery Division rejected a misfeasance application brought by the company’s liquidator under IA 1986, s 212 against the respondent, who had formerly been a director and the majority shareholder. The court concluded, among other points, that the allegation under CA 2006, s 172 did not succeed, and the respondent had not contravened his duty of care and skill under CA 2006, s 174... What was the background to the application? In 2012, shortly before Pro4Sport Ltd entered creditors’ voluntary liquidation, its director and majority owner arranged for the company to dispose of its assets to an associated entity, Pro4Sport.co.uk (Pro4), for deferred consideration of £56,400. The sole protection taken was a retention of title provision. Pro4 remitted £35,910 towards the price before itself entering creditors’ voluntary liquidation in 2014. The liquidator then pursued misfeasance proceedings against the director under IA 1986,...

In this issue: Corporate governance Tax treatment HMRC Manuals tracker Dates for your diary Weekly highlights from other practice areas Corporate governance Babcock suffers investor dissent over executive pay FTSE 100–listed Babcock International Group PLC faced significant shareholder resistance to its executive remuneration at this week’s general meeting. Over 32% of votes went against the Directors’ Remuneration Policy, and more than 32% also opposed amendments to the performance share plan (PSP), though in each instance a majority of those voting backed the resolutions. Under the plans, the PSP—which delivers annual equity awards that vest after three years based on a scorecard of performance targets—would gain an additional absolute Total Shareholder Return (TSR) ‘kicker’ for awards granted from the 2026 financial year. Consequently, once the existing ‘core’ scorecard has determined vesting of the current ‘core’ opportunities (set at 250% and 200% of salary for the CEO and CFO, respectively), a further multiplier, linked to the company’s absolute TSR,...

Contributions to charities or political causes may elevate exposure to bribery and corruption risks in practice. In some circumstances, such payments may amount to, or be perceived as, concealed bribes. This Practice Note explains what constitutes charitable and political donations, the associated risks, and measures to reduce those risks. Charitable donations A charitable donation is a voluntary gift from a person or business to a charity or other not-for-profit organisation. This may involve providing money, facilities, equipment, staff time, or another benefit to a charity, or to an individual or body designated by, or linked to, that charity, for instance. Although commonly discussed together (as here), charitable donations are usually quite distinct in nature from political donations. The majority of charities are unconnected with politics and hold no decision-making authority or sway over procurement choices; accordingly, the likelihood that a charitable gift is corrupt, or viewed as corrupt, is lower overall. Indeed, many organisations regard charitable giving as a key element of their corporate social responsibility programmes...

Board composition In 50:50 joint ventures, the joint venture agreement (JVA) commonly grants each party the right to nominate the same number of directors to the board of the joint venture company (JVC). The parties may alternatively rotate the appointment of the chair for a defined term (eg an annual rotation), and the chair will ordinarily have no casting vote. As a result, control of the JVC’s board is shared, and neither side can unilaterally set the joint venture’s course. That shared control can, however, produce deadlock if the parties cannot reach consensus. For guidance on deadlock scenarios and potential solutions, see Practice Notes: Deadlock in corporate joint ventures and Deadlock—fundamentals. Where a joint venture involves a minority shareholder (ie a shareholder, or several shareholders, each holding under 50 per cent of the JVC’s issued share capital) alongside a majority shareholder, the majority will generally be entitled to appoint more directors to the JVC’s board than the minority and/or to appoint a chair. In such a structure, both parties...

This Practice Note examines the distinctive contractual nature of the articles of association as between the company and its members, with a primary focus on section 33(1) of the Companies Act 2006 (CA 2006). It assesses various forms of breach of the articles, considering when a majority of members may approve or ratify a breach in defined circumstances, or otherwise take appropriate steps against the board or an individual director, where relevant. It also considers actions brought by a minority shareholder, in particular personal actions for alleged infringements of ‘membership rights’ deriving from the constitutional contract. There is also brief reference to derivative actions, unfair prejudice claims and winding-up. What is the company’s constitution Unless the context otherwise requires, a company’s constitution is defined under CA 2006 to include: the company’s articles of association, and any resolutions and agreements affecting a company’s constitution Before 1 October 2009, the memorandum of association formed an essential element of a company’s constitution, but CA...

Company number: [ insert company number ] [ insert company name ] [ Limited OR PLC ] (the Company) Agreement of members to adjournment of a general meeting We, the signatories, being [ all the members [ and the nominees of members ] OR a majority in number of the members [ and the nominees of members ] ], entitled to attend and vote at the general meeting of the Company convened at [ insert time ] on [ insert date ] at [ insert place ], hereby agree that the meeting shall be adjourned until [ [ insert time ] on [ insert date ] at [ insert place ] OR a time and place to be fixed by the directors of the Company ]. Dated: [ insert date ] Name of shareholder Signature [ insert name of shareholder ] ................................................................... [ insert name of shareholder ] .................................................................... [ insert further signature clauses as required ] ...

Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] (the Company) Agreement of members to adjournment of the annual general meeting We, the signatories, being [ all the members [ and the nominees of members ] OR a majority in number of the members [ and the nominees of members ] ], entitled to be present and to vote at the annual general meeting of the Company arranged for [ insert time ] on [ insert date ] at [ insert place ], agree that the meeting shall stand adjourned until [ [ insert time ] on [ insert date ] at [ insert place ] OR a time and place to be determined by the directors of the Company ] . Dated: [ insert date ] Name of shareholder Signature [ insert name of shareholder ] ................................................................... [ insert name of shareholder ] .......................................................................

Company number: [ insert number ] Written resolution(s) of [ insert company name ] Limited (the Company) Under Chapter 2, Part 13 of the Companies Act 2006, the directors propose that [ the resolution(s) below be passed as [ an/a ] [ ordinary OR special ] resolution(s); OR that resolution(s) [ insert number(s) ] be ordinary and resolution(s) [ insert number(s) ] be special ]. [ Ordinary resolution(s): [ insert text of resolution(s) ] ] [ Special resolution(s): [ insert text of resolution(s) ] ] We irrevocably agree to the resolution(s). Signed ......................................... Date ....................... [ insert name of shareholder ] / for and on behalf of [ insert name of shareholder ] Explanatory notes for shareholders To agree, sign/date and return this document to the Company. If you do not agree, no action is required. Agreement cannot be withdrawn. Unless sufficient agreement is received by [ insert lapse date ], the resolution(s) will lapse. Ordinary: simple majority...